EXHIBIT 2.4

                                                                        ZURICH

                          STEADFAST INSURANCE COMPANY
  Administrative Office: 1400 American Lane, Schaumburg, Illinois 60196-1056
            Underwritten through: Zurich Emerging Markets Solutions

                             INSURANCE POLICY FOR
                                 EXPROPRIATION
                                      AND
                           CURRENCY INCONVERTIBILITY

                                 DECLARATIONS

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                                                         Policy No. 38-14-578
<S>              <C>                                     <C>
Item 1.          Insured:                                The Bank of New York, not in its individual capacity,
                                                         but solely as the indenture trustee for holders of the
                                                         Insured Notes, or any successor indenture trustee for
                                                         the holders of the Insured Notes (as such term is
                                                         defined below).
                 Address:                                101 Barclay Street, 21 W
                                                         New York, New York 10286

Item 2.          Guarantor:                              Companhia de Bebidas das Americas --AMBEV
                 Address:                                Rua Dr. Renato Paes de Barros, 1017,
                                                         4(degree) andar
                                                         04530-001 Sao Paulo, S.P.
                                                         Brazil

Item 3.          Issuer:                                 Companhia Brasileira de Bebidas ("CBB")
                 Address:                                Avenida Antarctica 1891, parte
                                                         Fazenda Santa Ursula
                                                         13820-000
                                                         Jaguariuna, SP
                                                         Brazil

Item 4.          Host Country:                           Federative Republic of Brazil

Item 5.          Project:                                The issuance and sale of the Insured Notes. CBB will
                                                         use proceeds from the sale of the Insured Notes for
                                                         capital expenditures, to repay short-term debt, and
                                                         for general corporate purposes. AMBEV has provided an
                                                         unconditional and irrevocable guaranty of CBB's
                                                         payment obligations in respect of the Insured Notes

Item 6.          Principal Amount of Insured Notes:      $500,000,000



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<S>              <C>                                      <C>
Item 7.          Insured Notes:                           $500,000,000 in senior notes issued by CBB under the
                                                          Indenture dated as of September 18, 2003, between
                                                          CBB, as issuer, and the Insured, as trustee, and held
                                                          by the Noteholders or any notes exchanged therefor in
                                                          connection with CBB and AMBEV satisfying their
                                                          obligations under the Registration Rights Agreement
                                                          (as such term is defined herein).

Item 8.          Maximum Aggregate Limit of Liability:    $65,625,000

Item 9.          Limit of Liability per coverage:         See Exhibit A

Item 10.         Insured Percentage of the Insured Notes: 100%

Item 11.         Policy Period:                           From:  September 18, 2003
                                                          To:    October 17, 2014
                 (12:01 a.m. Standard Time at the Address of the Insured above in Item 1.)

Item 12.         Policy Currency:                         United States dollars

Item 13.         Waiting Period:                          180 days

Item 14.         Total premium and fees
                 for the Policy Period (See Exhibit A):   $18,714,402.81

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The premium shall be payable in a single installment due upon or prior to the
inception of the Policy Period. The net premium and fees due will be paid in
accordance with the amounts specified in Exhibit A.

By acceptance of this Insurance Policy, the Insured represents to the
Underwriter that the statements made by the Insured contained in the
Declarations and the Insured's Application for Insurance are the Insured's
agreements and representations and that this Insurance Policy and the
Agreement Regarding the Policy for Expropriation and Currency Inconvertibility
comprise the entire agreement between the Insured and the Underwriter or any
of its agents relating to this insurance. At issuance, this Insurance Policy
includes no Endorsements.




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IN WITNESS WHEREOF, the Underwriter has caused this Insurance Policy to be
signed by its authorized officers, but this Insurance Policy shall not be
valid unless countersigned by a duly authorized representative of the Insured.

Broker:          Willis of New York, Inc.
Address:         7 Hanover Square
                 New York, NY 10004


Underwriter:    /s/ Daniel W. Riordan              Date   September 17, 2003
                -----------------------
                Daniel W. Riordan
                Vice President



                /s/                                /s/
                -----------------------            -------------------------
                President                          Secretary


Insured:  ____________________________        Date________________________
             (print name and title)

          ____________________________
                 (signature)




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IN WITNESS WHEREOF, the Underwriter has caused this Insurance Policy to be
signed by its authorized officers, but this Insurance Policy shall not be
valid unless countersigned by a duly authorized representative of the Insured.

Broker:      Willis of New York, Inc.
Address:     7 Hanover Square New
             New York, NY 10004


Underwriter:    /s/ Daniel W. Riordan              Date
                -----------------------                  ----------------------
                Daniel W. Riordan
                Vice President




Insured:        Miguel Barrios, Vice President    Date    09/18/2003
                ------------------------------         ---------------------
                    (print name and title)


                ------------------------------
                        (signature)




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                                 ENDORSEMENTS


          At issuance this Insurance Policy includes no Endorsements.




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                                                                        ZURICH



                          STEADFAST INSURANCE COMPANY

                                 CONTRACT FOR
                               EXPROPRIATION AND
                           CURRENCY INCONVERTIBILITY

In consideration of the payment of premiums and in reliance upon information
provided and statements made by the Insured to Steadfast Insurance Company
(the "Underwriter"), and subject to the Declarations and Endorsements made a
part hereof, and the terms, conditions and limitations set forth in this
Contract (together the Declarations, Endorsements and Contract constitute the
"Insurance Policy"), the Insured and the Underwriter agree as follows:


                         ARTICLE I. INSURING AGREEMENT

1.1   The Underwriter shall be liable and shall pay Compensation to the Insured,
subject to the exclusions and limitations expressly set forth in this
Insurance Policy, for the Insured Percentage of the Insured's Loss caused
solely and directly by a Political Risk Event and for which the Date of Loss
occurs during the Policy Period.

1.2   Compensation shall be determined pursuant to Article IV herein.


                            ARTICLE II. DEFINITIONS

2.1   "AGREEMENT REGARDING THE INSURANCE POLICY FOR EXPROPRIATION AND CURRENCY
INCONVERTIBILITY" means the Agreement Regarding the Insurance Policy for
Expropriation and Currency Inconvertibility dated as of September 18, 2003,
among the Underwriter, the Insured, the Issuer and the Guarantor.

2.2   "APPLICATION FOR INSURANCE" means the Insured's "Application for Political
Risk Insurance", along with all supporting documentation submitted by the
Insured regarding the Project, the Issuer, the Guarantor and the Insured
Notes.

2.3   "CLAIM" means the Insured's written claim for Compensation submitted in
accordance with the procedures and requirements of Article VII herein.

2.4   "COMPENSATION" means the amount payable to the Insured for a Loss as
defined in this Insurance Policy. The amount to be paid by the Underwriter
shall be determined pursuant to Article IV herein.

2.5   "CURRENCY INCONVERTIBILITY" is defined in Section 3.2 herein.


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2.6   "DATE OF LOSS" means a date occurring during the Policy Period, and shall
be the later of (i) the original due date of the Scheduled Payment which
corresponds to the Insured Payment that is the subject of a Claim, and (ii)
the date on or before the end of the 30-day interest payment grace period on
which the Insured, the Issuer or the Guarantor first attempts to convert Local
Currency or transfer Policy Currency in order to make an Insured Payment.

2.7   "EXPROPRIATION" is defined in Section 3.1 herein.

2.8   "GUARANTOR" is the entity listed in Item 2 of the Declarations, and has
guarantied the payment obligations of the Issuer in respect of the Insured
Notes pursuant to the terms of the Guaranty.

2.9   "GUARANTY" means the Guaranty issued by the Guarantor in support of the
Issuer, dated as of September 18, 2003, as amended or modified from time to
time in accordance with the terms thereof. Under the terms of the Guaranty,
the Guarantor has guarantied the timely payment by the Issuer of all sums from
time to time payable by the Issuer under the Indenture and the Insured Notes.

2.10   "HOST COUNTRY" is identified in Item 4 of the Declarations.

2.11   "HOST GOVERNMENT" means:

     (a)  the present or any succeeding governing authority (without regard to
          the method of its succession or as to whether it is internationally
          recognized) in effective control of all or any part of the territory
          of the Host Country or any political or territorial subdivision
          thereof (including any dependent territory); and/or

     (b)  any other public authority in or of the Host Country on which
          regulatory powers are conferred by the laws of the Host Country.

2.12   "INDENTURE" means the indenture providing for the issuance of the Insured
Notes between the Issuer and the Insured, dated as of September 18, 2003, as
amended or modified from time to time in accordance with the terms thereof, or
any other indenture executed in connection with any exchange offer made for
the Insured Notes under the terms of the Registration Rights Agreement.

2.13   "INSURED" is the entity identified in Item 1 of the Declarations, acting
solely as Trustee (as defined in the Indenture) on behalf of the Noteholders
and not in its individual capacity in accordance with the Indenture and any
successor Trustee under the Indenture.

2.14   "INSURED PAYMENT" means a payment by the Issuer, in accordance with
Section 2.15 of the Indenture, or the Guarantor, in accordance with Section 2
of the Guaranty, to the Insured in respect of a corresponding Scheduled
Payment.

2.15   "INSURED PERCENTAGE" means the percentage of the interest due and payable
in respect of the Insured Notes insured under this Insurance Policy as set
forth in Item 10 of the Declarations.

2.16   "INSURED NOTES" means the notes described in Item 7 of the Declarations
which are insured under this Insurance Policy and are the obligations issued
by the Issuer pursuant to the Indenture. The Insured Notes are required to be
paid by the Issuer in accordance with the terms of the Indenture and the
Issuer's payment obligations under the Insured Notes are guaranteed by the
Guarantor pursuant to the Guaranty.


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2.17 "ISSUER" is the entity listed in Item 3 of the Declarations, and is the
issuer of the Insured Notes pursuant to the Indenture.

2.18 "LIMIT OF LIABILITY" means at any time the maximum amount of Compensation
that the Underwriter will pay for any Loss, subject to the Maximum Aggregate
Limit of Liability. The Limit of Liability and the corresponding coverage
period is set forth in Exhibit A. The Limit of Liability in effect on the Date
of Loss shall be reduced automatically by the amount of any Compensation paid
by the Underwriter to the Insured under this Insurance Policy.

2.19 "LOCAL CURRENCY" means the currency of the Host Country.

2.20 "LOSS" means an Unfunded Insured Payment caused by a Political Risk
Event, and for which the Insured seeks Compensation under this Insurance
Policy.

2.21 "MAXIMUM AGGREGATE LIMIT OF LIABILITY" means the amount set forth in
Item 8 of the Declarations.

2.22 "NOTEHOLDER(s)" means the person(s) or entity(-ies) from time to time
holding the Insured Notes (including beneficial interests therein).

2.23 "POLICY CURRENCY" means the currency identified in Item 12 of the
Declarations.

2.24 "POLICY PERIOD" means the period set forth in Item 11 of
the Declarations.

2.25 "POLITICAL RISK EVENT" means an Expropriation or Currency
Inconvertibility, as defined in Sections 3.1 and 3.2, respectively, either or
both of which (or any combination thereof) continues and is in effect during
each day of the Waiting Period.

2.26 "PROJECT" means the project described in Item 5 of the Declarations and
as further described in the Insured's Application for Insurance.

2.27 "REFERENCE RATE OF EXCHANGE" means (i) the official exchange rate applied
by the central bank or equivalent entity of the Host Country for the category
of remittance that is the subject of a Claim; or, (ii) if the central bank or
equivalent entity does not freely execute conversions of Local Currency into
Policy Currency for such category of remittance, then the Reference Rate of
Exchange shall be the effective exchange rate obtained through the most active
legal and normal channel in the Host Country for conversion of Local Currency
into Policy Currency for the category of remittance that is the subject of
a Claim. The most active legal and normal channel shall be agreed by the
Underwriter and the Insured. If no exchange rate can be determined pursuant to
(i) or (ii) above, the Reference Rate of Exchange shall mean the last
available official exchange rate applied by the central bank or equivalent
entity of the Host Country prior to the Date of Loss.

2.28 "REGISTRATION RIGHTS AGREEMENT" means the registration rights agreement,
dated as of September 18, 2003, among the Issuer and Citigroup Global Markets
Inc. (as representative for the initial purchasers of the Insured Notes), as
amended or modified from time to time in accordance with the terms thereof.

2.29 "RESERVE ACCOUNT" means the account held by the Insured for the benefit
of the Noteholders, pursuant to the Indenture.

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2.30   "SCHEDULED PAYMENT" means all amounts of interest and principal due and
payable on the Insured Notes pursuant to the terms of the Indenture and the
Insured Notes (as the payment of such amounts are guaranteed pursuant to the
Guaranty) on (i) the original payment dates set forth in the Indenture (as
such payment dates are set forth in Exhibit B hereto), and (ii) payment dates
for the Insured Notes which are established pursuant to either (A) the
provisions set forth in the Indenture allowing for the extension of the
maturity date of the Insured Notes or (B) the provisions set forth in the
Guaranty allowing for the suspension of the obligations of the Guarantor, and,
in the case of both (i) and (ii), without regard to any acceleration of the
Insured Notes pursuant to the terms of the Indenture and Insured Notes.

2.31   "TRANSACTION DOCUMENTS" means the Insured Notes, as described in Item 7
of the Declarations, the Indenture, the Agreement Regarding the Insurance
Policy for Expropriation and Currency Inconvertibility, the Guaranty, and the
Registration Rights Agreement, each including all exhibits and attachments
thereto, copies of which have been provided to the Underwriter.

2.32   "UNFUNDED INSURED PAYMENT" means, with respect to any Scheduled Payment,
the failure of the Issuer or the Guarantor to make an Insured Payment, in
accordance with the Indenture or the Guaranty, as the case may be, due to a
Political Risk Event or an event that with the passage of the Waiting Period
could become a Political Risk Event.

2.33   "UNINSURED NOTES" means notes denominated in a currency other than the
Local Currency issued by the Issuer or the Guarantor, or their respective
subsidiaries, to investors outside of the Host Country which are of similar
term and nature to the Insured Notes and are not insured by the Underwriter.

2.34   "WAITING PERIOD" means the period set forth in Item 13 of the
Declarations, which period shall commence on the Date of Loss; provided that,
for the avoidance of doubt, if the Date of Loss occurs during the Policy
Period, the Waiting Period for a Political Risk Event for which the
Underwriter may be liable to pay Compensation may expire after the expiration
of the Policy Period.

          All other terms that appear in this Contract, the Declarations and
the Endorsements have the definitions assigned to them as they appear in those
documents.


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                      ARTICLE III. POLITICAL RISK EVENTS

3.1  Expropriation
     --------------

     An Expropriation means an act or series of acts taken by the Host
Government that effectively deprives the Insured, the Issuer or the Guarantor
of the use and control of funds deposited (either in Local Currency or Policy
Currency) by the Insured, or by the Issuer or the Guarantor for the account of
the Insured, with a financial institution in the Host Country, for the purpose
of making an Insured Payment, causing an Unfunded Insured Payment; provided
that such act or acts continue for the duration of the Waiting Period.

3.2  Currency Inconvertibility
     -------------------------

     Currency Inconvertibility means:

     (a)  an act or series of acts by the Host Government that prevents the
          Insured, the Issuer or the Guarantor, for the duration of the
          Waiting Period, from directly or indirectly:

          (i)  converting Local Currency into Policy Currency in order to make
               an Insured Payment or a portion thereof, including the denial
               of such conversion in an exchange rate category as favorable as
               the category applicable to determine the Reference Rate of
               Exchange; or

          (ii) transferring outside of the Host Country the funds as described
               in (i) above already converted from Local Currency into Policy
               Currency constituting all or any portion of an Insured Payment;
               or

     (b)  failure by the Host Government (or by entities authorized under the
          laws of the Host Country to operate in the foreign exchange markets)
          to effect a conversion or transfer under (a) above on behalf of the
          Insured, the Issuer or the Guarantor.


              ARTICLE IV. COMPENSATION FOR POLITICAL RISK EVENTS

4.1  Expropriation
     --------------

     In the event of Expropriation, the Compensation for a Loss shall be the
Insured Percentage of the lesser of (i) the Policy Currency, or the Policy
Currency equivalent of the Local Currency calculated at the Reference Rate of
Exchange in effect on the Date of Loss, of which the Insured, the Issuer or
the Guarantor is deprived, or (ii) the amount of the Scheduled Payment
corresponding to the Unfunded Insured Payment. The Policy Currency is the
currency of any Compensation payable by the Underwriter to the Insured.

4.2  Currency Inconvertibility
     --------------------------

     In the event of Currency Inconvertibility, the Compensation for a Loss
shall be the Insured Percentage of the Policy Currency equivalent of Local
Currency constituting an Insured Payment that could not be converted; or the
Insured Percentage of the amount in Policy Currency constituting an Insured
Payment that could not be transferred. The Policy Currency equivalent shall be
determined using the Reference Rate of Exchange in effect on the Date of Loss.
The Policy Currency is the currency of any Compensation payable by the
Underwriter to the Insured.


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4.3  Adjustments
     -----------

     (a)  Compensation for any Loss shall be adjusted for any compensation
          received by the Insured, the Issuer or the Guarantor from the Host
          Government or any other source on account of the Loss, excluding (i)
          compensation received by the Issuer or the Guarantor in any currency
          that is not freely convertible into Policy Currency; (ii)
          compensation received by the Issuer or the Guarantor in Policy
          Currency which is not transferable outside the Host Country; and
          (iii) any amounts withdrawn from the Reserve Account and paid to the
          Noteholders by the Insured in accordance with the provisions of the
          Indenture. Compensation for any Loss shall not exceed the Limit of
          Liability for the respective coverage on the applicable Date of
          Loss. In no event shall the total amount of Compensation paid by the
          Underwriter under this Insurance Policy exceed the Maximum Aggregate
          Limit of Liability.

     (b)  No Compensation shall be paid for penalty interest or penalty fees
          for late payment.

     (c)  In the event of a Claim under this Insurance Policy, if (i) the
          Guarantor or the Issuer has issued Uninsured Notes, and (ii)
          subsequent to the Date of Loss for the Unfunded Insured Payment that
          is the subject of the Claim, the Guarantor or the Issuer makes a
          payment in respect of the Uninsured Notes, then in determining the
          amount of Compensation, the Underwriter may reduce the amount of
          Compensation by an amount which bears the same proportion to the
          Compensation as the payment to the Uninsured Notes bears to the sum
          of the outstanding amount of the Insured Notes and the Uninsured
          Notes. Should the Guarantor or the Issuer have made a payment on
          such Uninsured Notes before its original due date and after the
          occurrence of a Political Risk Event, the total amount of such
          payment shall be deducted from any Compensation payable by the
          Underwriter. For the purposes of this Section 4.3(c), a payment made
          by the Guarantor or the Issuer in respect of any Uninsured Notes,
          which payment derives from the cash proceeds of any collateral or
          other security that was provided by the Guarantor or the Issuer and
          is directly related to such Uninsured Notes, or which payment
          derives from any preferential status provided such payment by the
          Host Government including but not limited to registration of the
          Uninsured Notes with the applicable governmental authorities of the
          Host Government, shall not be subject to the above allocation and
          deduction.


4.4  Acceleration, Redemption and Prepayment
     -----------------------------------------

     (a)  The Underwriter shall pay Compensation for an Unfunded Insured
          Payment in accordance with either (i) the respective due dates for
          such Unfunded Insured Payments corresponding to such Scheduled
          Payments (as set forth in Exhibit B hereto) or (ii) such other due
          dates for such Unfunded Insured Payments as may be provided for
          pursuant to the terms of the Guaranty or the Indenture, as
          applicable. An acceleration, redemption or prepayment of a Scheduled
          Payment, if permitted under the Indenture, shall not give rise to a
          corresponding acceleration, redemption or prepayment of the
          Underwriter's obligation to pay Compensation hereunder. However, if
          a Scheduled Payment is accelerated, redeemed or prepaid in
          accordance with the Indenture or the Guaranty, and the Insured files
          a Claim for such accelerated or attempted redeemed or prepaid
          amount, the Underwriter, at its sole discretion, shall have the
          option, subject to the provisions of Section 7.1(a)(ii) of this
          Insurance Policy, to accelerate or prepay any Compensation for the
          Claim. For the


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          avoidance of doubt, the Underwriter has no ability to require the
          acceleration, prepayment, or redemption of the Insured Notes.

     (b)  Notwithstanding Section 4.4(a) herein, for Scheduled Payments that
          are accelerated or which are attempted to be prepaid or redeemed:

          (i)  the Date of Loss shall be the date of such acceleration, or the
               date of such attempted redemption or prepayment;

          (ii) the Waiting Period for Currency Inconvertibility shall commence
               on the later of (A) the date of such acceleration or redemption
               or the date such prepayment is to be made, or (B) the date on
               which the Insured, the Issuer, or the Guarantor first attempts
               to convert or transfer the currency pursuant to Section 3.1
               herein; and

          (iii) the amount of Compensation shall include (A) accrued and
               unpaid interest through the date of acceleration or the date of
               the attempted redemption or prepayment, and (B) subject to the
               limitations on the total amount of Compensation payable under
               this Insurance Policy, as such limitations are set forth in
               Section 4.5 hereof, all remaining amounts of principal and
               other amounts due on the Insured Notes as a result of such
               acceleration.


4.5  Maximum Aggregate Limit of Liability
     ------------------------------------

     The amount of Compensation paid by the Underwriter under this Insurance
Policy shall not exceed the Maximum Aggregate Limit of Liability, regardless
of the number of Losses incurred or the Policy Period.

                             ARTICLE V. EXCLUSIONS

5.1  The Underwriter shall not pay Compensation for any Loss to the extent that
the Political Risk Event giving rise to such Loss was directly or indirectly
caused by:

     (a)  the Insured's, the Issuer's or the Guarantor's failure to comply
          with the laws of the Host Country applicable to any of them, or from
          any failure of the Issuer or the Guarantor to comply with applicable
          environmental, public health and worker safety standards of the
          World Bank. Failure of the Issuer or the Guarantor to comply with
          the unreasonable requirements of national or local authorities in
          the Host Country, the stringency of which exceeds that of the
          comparable environmental, public health or worker safety standards
          of the World Bank, shall not be deemed a failure within the meaning
          of this exclusion;

     (b)  the Insured's material breach of the terms of this Insurance Policy
          or a material misrepresentation by the Insured under this Insurance
          Policy or in its Application for Insurance;

     (c)  the Insured, the Issuer, the Guarantor or their representatives
          engaging in any wrongful or criminal activities, or unreasonable
          actions which provoke the Host Government in some manner;


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     (d)  nuclear reaction, nuclear radiation or radioactive contamination, or
          the dispersal or application of pathogenic, toxic or poisonous
          biological or chemical elements, under any circumstance, including,
          but not limited to:

          (i)  ionizing radiations from or contamination by radioactivity from
               any nuclear fuel or from any nuclear waste or from the
               combustion of nuclear fuel;

          (ii) the radioactive, toxic, explosive or other hazardous or
               contaminating properties of any nuclear installation, reactor
               or other nuclear assembly or nuclear component thereof; or

          (iii) any weapon employing atomic or nuclear fission or fusion or
               other like reaction or radioactive force or matter, or
               pathogenic, toxic or poisonous biological or chemical elements;

     (e)  the insolvency, bankruptcy or financial default of the Insured, the
          Issuer or the Guarantor; or

     (f)  the material breach by the Insured, the Issuer or the Guarantor of
          any contractual agreement with the Host Government; the material
          breach by the Host Government of any contractual agreement with the
          Insured, the Issuer or the Guarantor; or the Host Government acting
          in a commercial capacity such as a supplier, creditor, shareholder,
          director or manager of, or purchaser from, the Issuer or the
          Guarantor.

5.2   An act or series of acts taken by the Host Government which constitutes a
bona fide nondiscriminatory measure of general application of a kind that
governments normally take in the public interest (other than Expropriation and
Currency Inconvertibility) shall not be the basis for a Claim of
Expropriation.

5.3   No Claim of Currency Inconvertibility shall be accepted or recognized by
the Underwriter, and the Underwriter shall accordingly have no liability under
Currency Inconvertibility:

     (a)  if the Guarantor, the Issuer or the Insured would have been unable
          legally to convert Local Currency or transfer Policy Currency at the
          inception of the Policy Period;

     (b)  if the Guarantor, the Issuer or the Insured (to the extent that the
          Issuer, the Guarantor or the Insured (in its role as trustee for the
          Insured Notes) is itself attempting to convert or transfer funds
          recovered from or in respect of the Issuer's obligations under the
          Indenture and the Insured Notes or the Guarantor's obligations under
          the Guaranty and is prevented by a Political Risk Event from
          converting Local Currency or transferring Policy Currency), as
          applicable, fails to exercise all reasonable efforts to convert
          Local Currency, at a rate no less favorable than the Reference Rate
          of Exchange, or transfer Policy Currency during the Waiting Period
          through all lawful mechanisms in Brazil that such party could
          reasonably have used in the absence of this coverage. In order to
          satisfy the requirements of this Section 5.3(c) in the event that a
          Political Risk Event prevents the Guarantor, the Issuer or the
          Insured from initiating the conversion or transfer of currency, the
          Insured must submit to the Underwriter, within thirty (30) days
          following the Date of Loss, a notice documenting the facts and
          circumstances relating to such inability to attempt to initiate the
          conversion or transfer;


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     (c)  if the Guarantor, the Issuer or the Insured (to the extent that the
          Issuer, the Guarantor or the Insured (in its role as trustee for the
          Insured Notes) is itself attempting to convert or transfer funds
          recovered from or in respect of the Issuer's obligations under the
          Indenture and the Insured Notes or the Guarantor's obligations under
          the Guaranty and is prevented by a Political Risk Event from
          converting Local Currency or transferring Policy Currency), as
          applicable, fails to attempt to initiate the conversion or transfer
          of currency pursuant to Section 3.2 herein within thirty (30) days
          following the due date of the Insured Payment; or

     (d)  if the currency which cannot be converted or transferred has been
          the subject of an expropriatory action under Section 3.1 herein (in
          which case a Claim of Expropriation may be submitted); or

     (e)  solely for devaluation or fluctuation of the Local Currency.


             ARTICLE VI. REPRESENTATIONS, WARRANTIES AND COVENANTS
                                BY THE INSURED


6.1  The Insured represents, warrants and/or covenants that:

(a)  as of the date of execution of this Insurance Policy, and without
     independent investigation, it had no knowledge of any circumstance which
     could give rise to a Loss under this Insurance Policy;

(b)  all the information that the Insured has provided regarding itself, as
     the Insured, in the Application for Insurance, and that the Insured will
     provide to the Underwriter in written form, is true and correct and that
     no material information has been or will be withheld;

(c)  it will notify the Underwriter within thirty (30) days of the date in
     which an authorized officer of the Insured, as a result of any
     notification received from the Issuer or the Guarantor under the
     Indenture or the Guaranty, respectively, becomes aware of the occurrence
     of any event (including, without limitation, an Unfunded Insured Payment)
     that could reasonably be expected to give rise to a Claim; and

(d)  it will, and will use its reasonable efforts, within its rights and
     authority under the Indenture, the Guaranty and each other Transaction
     Document, to demand that the Issuer and the Guarantor (i) take all
     reasonable steps to avoid or minimize any Loss; (ii) cooperate fully with
     the Underwriter in the investigation of any Claim, the resolution of any
     potential Claim situation and the pursuit of any Claim salvage; and (iii)
     not enter into any agreement concerning a Loss or potential Loss without
     the Underwriter's prior written consent. Prior to any Compensation
     payment, subject to its rights and authority under the Indenture, the
     Guaranty and each other Transaction Document, and in consultation with
     the Underwriter the Insured will, and will use its reasonable efforts to
     demand that the Issuer and the Guarantor (i) pursue all reasonable
     diplomatic, legal, administrative, judicial and other legal means which
     may be reasonably available to minimize or recover any Loss, and (ii)
     preserve any legal, judicial and, administrative remedies applicable to
     any Claim and furnish reasonable assistance in maintaining any rights or
     property transferred to the Underwriter. The Insured's rights and
     authority under the Indenture and the Guaranty (as referred to in this
     subsection (d)) shall include, without limitation, those under Section
     6.2 of the Indenture and those under Section 10(s) of the Guaranty.

                                                                      13 of 23

<PAGE>



6.2   If there are any material breaches or misrepresentations (i) of the above
by the Insured, or (ii) under the Agreement Regarding the Insurance Policy for
Expropriation and Currency Inconvertibility by the Guarantor or the Issuer,
the Underwriter may void this Insurance Policy, retain the premium paid and
refuse to compensate the Insured for any Loss.


            ARTICLE VII. CLAIMS AND SUBROGATION

7.1  Submission of a Claim
     ----------------------

     (a)  (i) The Insured must notify the Underwriter within thirty (30) days
          after an authorized officer of the Insured has, as a result of any
          notification received from the Issuer or the Guarantor under the
          Indenture or the Guaranty, knowledge of the occurrence of any event
          that could reasonably be expected to give rise to a Claim. The
          Insured must file a written Claim within 90 days after the Date of
          Loss, or if such day is not a Business Day (as defined in the
          Indenture), the next succeeding Business Day, which Claim must
          demonstrate to the Underwriter that the Loss was caused by a
          Political Risk Event as defined in this Insurance Policy.

          (ii) Notwithstanding any other provision of this Insurance Policy,
          if a Loss occurs, the Underwriter may notify the Insured that the
          Waiting Period requirement of Sections 3.1 and 3.2 has been waived
          and request that the Insured file its Claim under Section 7.4
          herein, within ten (10) Business Days, in exchange for
          contemporaneous Compensation; provided that any failure by the
          Insured to file its Claim within ten (10) Business Days shall not
          prevent the Insured from making a Claim hereunder, so long as such
          Claim otherwise complies with the terms of this Insurance Policy;

     (b)  The Insured must provide any additional evidence material to the
          Underwriter's determination regarding the Insured's Claim, as
          reasonably requested by the Underwriter, in order to prove the
          Claim. If the Insured does not provide the additional evidence, as
          requested by the Underwriter, within seventy-five (75) days of the
          date of the request, then the Underwriter may deem the Claim
          withdrawn and shall not pay Compensation and the Insured shall not
          submit another Claim based upon the same Political Risk Event. The
          responsibility for proving a Claim under this Insurance Policy shall
          at all times rest with the Insured; and

     (c)  The Insured may withdraw a Claim up to the day on which Compensation
          is paid by the Underwriter. After the Insured has withdrawn a Claim,
          the Insured may not submit another Claim based on the same Loss.

7.2  Determination of the Validity of a Claim
     -----------------------------------------

     The Underwriter shall make a determination regarding the Insured's Claim,
and shall pay Compensation, no later than the later of (i) the expiration of
the Waiting Period, including any extension of the expiration date thereof
pursuant to this Section 7.2, and (ii) the due date of the next Scheduled
Payment subsequent to the Date of Loss, provided the Insured has submitted a
Claim that meets the requirements of Section 7.1 (a) and further provided that
the Insured has provided any additional evidence requested by the Underwriter
pursuant to Section 7.1(b) within thirty (30) days of such request, which
request will be made not later than 120 days after the Date of Loss. If the
Insured provides the additional evidence after a period greater than thirty
(30) days, then the Underwriter shall extend the date on which


                                                                      14 of 23


<PAGE>


it pays Compensation by the number of days more than thirty (30) that the
Insured required to provide such additional evidence. The Underwriter shall
notify the Insured no less than ten (10) days prior to the date on which it
will pay Compensation.

7.3  Insured's Challenge of the Determination
     -----------------------------------------

     Any action arising out of this Insurance Policy must be brought against
the Underwriter within twelve (12) months from the date of the Underwriter's
Claim determination or shall be deemed waived.

7.4  Assignment and Subrogation
     --------------------------

     (a)  Contemporaneous with any Compensation payment, the Insured shall
          assign to the Underwriter, and the Underwriter shall be subrogated
          to (i) all of the Insured's rights of recovery against any person or
          organization in respect of the Loss for which the Compensation is to
          be paid, (ii) all of the Insured's right, title and interest in, and
          its right to receive, all or part of the Unfunded Insured
          Payments(s) that is (are) the subject of the Claim, and (iii) all of
          the Insured's rights under the Indenture and the Guaranty in respect
          of the Loss for which the Compensation is to be paid. The above
          assignments and subrogation shall be made in proportion to the
          amount of Loss for which Compensation is to be paid. All such
          assignments shall be free and clear of all claims, defenses,
          counterclaims, rights of setoff and other encumbrances, except for
          those defenses relating to the Political Risk Event. The Insured
          shall not release the Guarantor or the Issuer from their obligations
          to make remittances for Insured Payments under the Guaranty or the
          Indenture, as the case may be, that are the subject of a Claim. The
          Insured shall execute and deliver all instruments and documents and
          do whatever is necessary to secure such rights for the Underwriter.
          The Insured shall do nothing to materially prejudice the
          Underwriter's rights.

     (b)  In connection with a Claim under Currency Inconvertibility, as a
          condition for any Compensation payment, and in addition to the
          assignments required in Section 7.4(a) above, but only to the extent
          that the Underwriter has not otherwise taken assignments of the
          right to receive funds in accordance with the terms of Section
          7.4(a) or has otherwise received funds in respect of any
          Compensation paid, the Insured shall, if required by the
          Underwriter, assign and deliver, or cause to be assigned and
          delivered, to the Underwriter, by draft, subject to collection, or,
          at the Underwriter's option, in cash, the inconvertible Local
          Currency (the amount of which shall be determined by reference to
          the Reference Rate of Exchange on the Date of Loss) or
          nontransferable Policy Currency that is the subject of the Claim. If
          the Insured is unable legally to deliver, or to cause the delivery
          of, such currency to the Underwriter, then, in addition to the
          assignment requirements of Section 7.4(a) above, the Insured shall
          assign, or cause to be assigned, to the Underwriter right, title and
          interest in such currency.

     7.5  Notice of Reduction in the Limit of Liability
          ----------------------------------------------

     Following any reduction of the Limit of Liability pursuant to the terms
of this Insurance Policy, the Underwriter shall provide notice of such
reduction to the Insured within 30 days of such reduction. Such notice shall
include: (i) the effective date of such reduction, (ii) the Limit of Liability
after giving effect to such reduction, and (iii) the reason for such
reduction.

                                                                      15 of 23

<PAGE>


                                       ARTICLE VIII. GENERAL CONDITIONS


8.1  Accounting Principles
     ----------------------

     All financial statements and accounts of the Insured, as well as the
calculation of any Loss and the amount of any Compensation payable hereunder,
shall be in accordance with the principles of accounting generally accepted in
the Insured's country, consistently applied and as used by the Insured in its
certified financial statements. All financial statements and accounts of the
Issuer (to the extent such statements and accounts are produced), the Insured,
and the Guarantor shall be in accordance with the principles of accounting
generally accepted in the Host Country or the United States, consistently
applied and as used by the Issuer, the Insured, and the Guarantor in its
certified financial statements.

8.2  Assignment of Insurance Policy
     -------------------------------

     This Insurance Policy and any rights thereunder shall not be assigned by
the Insured without the prior written consent of the Underwriter; provided,
however, that nothing herein is intended to limit the transfer and sale of the
Insured Notes, the transfer or amendment of this Insurance Policy as a result
of the replacement of the Insured, as trustee for the holders of the Insured
Notes, under the terms of the Indenture, or the exchange of the Insured Notes
for similar notes in connection with the Issuer and the Guarantor satisfying
their obligations under the Registration Rights Agreement or the delegation of
the Insured's duties and obligations pursuant to section 3 of the Agreement
Regarding the Insurance Policy for Expropriation and Currency
Inconvertibility.

8.3  Cancellation of this Insurance Policy
     --------------------------------------

     (a)   By the Insured:

               (i)  The Insured may cancel this Insurance Policy effective as
                    of the third anniversary date or each anniversary date
                    thereafter, but only in the event that, at the time that
                    the Insured gives notice to the Underwriter of its
                    cancellation of this Insurance Policy and on the
                    applicable anniversary date on which the cancellation of
                    the Insurance Policy is to be effective (the Cancellation
                    Date"), the Insured has received the following (A)
                    confirmation from Moody's Investors Service Inc. that the
                    then current rating of the Insured Notes is at least 'A3'
                    and that such rating will not be lowered or withdrawn as a
                    result of the cancellation of this Insurance Policy; (B)
                    confirmation from Standard & Poor's, a Division of The
                    McGraw-Hill Companies, Inc., that the then current rating
                    of the Insured Notes is at least 'A-' and that such rating
                    will not be lowered or withdrawn as a result of the
                    cancellation of this Insurance Policy; and (C)
                    confirmation from Fitch Inc. that the then current rating
                    of the Insured Notes is at least 'A-' and that such rating
                    will not be lowered or withdrawn as a result of the
                    cancellation of this Insurance Policy (each of the
                    confirmation notices specified in subsections A, B and C
                    of this Section 8.3(a)(i) being a "Confirmation Notice"
                    and all such notices being collectively, the "Confirmation
                    Notices").

               (ii) The Insured must provide written notice to the Underwriter
                    of its intent to cancel this Insurance Policy no less than
                    thirty (30) days prior the corresponding Cancellation
                    Date; provided, that any such written notice received by
                    the Underwriter prior to the 30th day prior to the third


                                                                      16 of 23


<PAGE>


                    anniversary date hereof shall be deemed to be a notice to
                    cancel this Insurance Policy effective on the third
                    anniversary hereof. Each such written notice shall contain
                    copies of the Confirmation Notices (dated the day that
                    such Confirmation Notices are delivered) confirming that
                    the requirements of Section 8.3(a)(i) of this Insurance
                    Policy in respect of the Confirmation Notices have been
                    fulfilled.

              (iii) In the event that the Underwriter determines that the
                    Insured has satisfied the conditions to cancellation as
                    set forth in Section 8.3(a)(i) and 8.3(a)(ii) of this
                    Insurance Policy, the Underwriter shall notify the Insured
                    in writing (such notice, a "Preliminary Termination
                    Confirmation") promptly that such requirements have been
                    satisfied, but in any event prior to the 20th calendar day
                    after the Insured has submitted notice to cancel the
                    Insurance Policy under this Section 8.3(a). Such
                    Preliminary Termination Confirmation shall specify the
                    date on which the cancellation of this Insurance Policy
                    shall be effective and the amount of unused premium to be
                    refunded to, or at the direction of, the Insured in
                    accordance with the schedule set forth in Exhibit C
                    hereto.

               (iv) On the Cancellation Date, the Insured shall also deliver
                    to the Underwriter Confirmation Notices dated as of the
                    Cancellation Date. No cancellation of this Insurance
                    Policy, pursuant to this Section 8.3(a), shall be
                    effective unless and until such Confirmation Notices,
                    dated as of the Cancellation Date, have been delivered to
                    the Underwriter. Upon the effectiveness of the
                    cancellation of the Insurance Policy on the Cancellation
                    Date, the Underwriter shall notify the Insured, in
                    writing, of such cancellation.

               (v)  Within 20 (twenty) Business Days (as such term is defined
                    in the Transaction Documents) after the Cancellation Date,
                    subject to the provisions of Section 8.3(a)(iii) hereof,
                    the Underwriter shall pay to, or at the direction of, the
                    Insured the amount of unused premium specified in such
                    Preliminary Termination Confirmation. All amounts and
                    dates specified in the Preliminary Termination
                    Confirmation shall be determinative and binding on the
                    Underwriter and the Insured, absent manifest error.

     (b)  By the Underwriter: Except as provided for in Section 6.2, the
          Underwriter may cancel this Insurance Policy only for the nonpayment
          of premium.

8.4  Complete Agreement of the Parties; Amendment and Waivers
     ----------------------------------------------------------

     This Insurance Policy constitutes the complete agreement between the
parties, superseding any prior agreements or understandings. The foregoing
excludes the Agreement Regarding the Insurance Policy for Expropriation and
Currency Inconvertibility, between the Guarantor, the Issuer, the Insured and
the Underwriter, which, however, shall not supersede the terms of this
Insurance Policy. No provision of this Insurance Policy may be modified or
supplemented except by a written agreement executed by authorized
representatives of the parties. Neither party shall be deemed to have waived
any of its rights under this Insurance Policy, unless expressly so stated in a
written notice by the party waiving such right to the other party.

8.5  Choice of Law
     -------------


                                                                      17 of 23


<PAGE>


     Any issue relating to the construction, validity or performance of this
Insurance Policy shall be governed by, read and construed in accordance with
the laws of the State of New York, in the United States of America.

8.6  Disputes and Arbitration
     -------------------------

     (a)  Any dispute, controversy or claim arising out of, relating to, or in
          connection with this Insurance Policy and between the Underwriter
          and the Insured, shall be finally settled by arbitration. The
          arbitration shall be conducted in accordance with the International
          Arbitration Rules of the American Arbitration Association in effect
          at the time of the arbitration. The seat of the arbitration shall be
          New York, New York, in the United States of America, and shall be
          conducted in English.

     (b)  The arbitration shall be conducted by three arbitrators. The
          claimant initiating the .4 arbitration shall appoint an arbitrator
          in its written request for an arbitration. The respondent shall
          appoint an arbitrator and so notify the claimant in writing within
          45 days of its receipt of the request for arbitration. The first two
          arbitrators appointed in accordance with this provision shall
          appoint a third arbitrator within 45 days after the respondent has
          notified the claimant of the appointment of its arbitrator. The
          third arbitrator shall serve as chairperson of the arbitration.

     (c)  The arbitral award shall be in writing, state the reasons for the
          award, and be final and binding on the parties. Judgment upon the
          award may be entered by any court having jurisdiction thereof or
          having jurisdiction over the relevant party or asset. Both the
          Insured and the Underwriter agree that in no event shall the total
          amount of any award issued by the arbitration panel against the
          Underwriter exceed the Maximum Aggregate Limit of Liability in this
          Insurance Policy.

8.7  Disclosure of Existence of Insurance Policy
     --------------------------------------------

     The Insured shall not disclose the details of this Insurance Policy to
any third party, with the exception of the Insured's insurance broker,
bankers, rating agencies, the Luxembourg Stock Exchange, potential investors,
the Noteholders, the Issuer, the Guarantor and other professional advisors on
a confidential basis, and except as may be required by law, regulation, legal
process or bank examiners, without the prior written consent of the
Underwriter, which consent shall not be unreasonably withheld.

8.8  False or Fraudulent Statement, Reports or Claims; Concealment
     --------------------------------------------------------------

     This Insurance Policy shall become void, and all Claims hereunder shall
be forfeited, if the Insured makes any material statement, report, application
or Claim, where an authorized officer of the Insured knew, or could reasonably
be expected to know, that the statement, report, application or Claim was
false or fraudulent, or if the Insured knowingly conceals any material fact,
including, but not limited to, a material change in the Transaction Documents
or in the implementation of the Project.

8.9  Insured's Records
     -----------------

     Upon reasonable notice to the Insured, the Underwriter may, at any time,
examine or copy any records in the possession or control of the Insured
relating to or connected with this Insurance Policy, the Guarantor and the
Project. The Insured shall maintain all records for a period of four (4) years
after the expiration of this Insurance Policy. The Insured shall, at the
request of the Underwriter, take all


                                                                      18 of 23


<PAGE>


reasonable steps to obtain for the Underwriter any and all of the aforesaid
information in the possession of any third party relating to or connected with
this Insurance Policy.

8.10  Modifications
      --------------

     The Insured shall not materially modify the Transaction Documents
(including, but not limited to, modifying the repayment terms of the Insured
Notes), without the prior written consent of the Underwriter (which consent
shall not be withheld unreasonably), except such modifications and amendments
which i) do not change materially the Underwriter's rights and obligations,
ii) do not change materially any rights and obligations to which the
Underwriter may be subrogated to in the event of a Claim, or iii) do not
change materially the risks to which the Insured is exposed and that are
covered under this Policy of Insurance.

8.11  Notices
      --------

     All notices under any provision of this Insurance Policy shall be in
writing and given by prepaid express courier, certified mail or fax, for the
Underwriter, to: Steadfast Insurance Company, c/o Zurich Emerging Markets
Solutions, 1201 F Street, N.W., Suite 250, Washington, DC 20004; fax number
(202) 628-2216; for the Insured, to the Insured at the place indicated in the
Declarations and at the fax number provided by the Insured to the Underwriter.
In addition to giving notices to the Underwriter, notices specifically related
to a Claim under this Insurance Policy shall be sent by prepaid express
courier, certified mail or fax to: Director of Political Risk Claims, Zurich
CWS, P.O. Box 307010, Jamaica, NY 11430-7010; fax number (212) 732-7659.
Notice given as described above shall be deemed to be received and effective
upon actual receipt thereof by the addressee or one day following the date
such notice is sent, whichever is earlier.

8.12  Other Insurance
      -----------------

     If the Insured has any bond, indemnity or insurance which would cover a
Loss in whole or in part in the absence of this Insurance Policy, then this
Insurance Policy shall be null and void to the extent of the amount that could
have been recovered or received under such other bond, indemnity, or
insurance. However, this Insurance Policy shall cover such Loss, subject to
its exclusions, conditions and other terms, only to the extent of the amount
of such Loss in excess of the amount recoverable or received under such other
bond, indemnity or insurance. For the avoidance of doubt, any funds held by
the Insured in the Reserve Account or a similar account shall not be
considered a bond, indemnity or insurance for the purposes of this Section
8.12.

8.13  Payment of Premium
      -------------------

     The Insured shall pay or cause to be paid the premium to the Underwriter
in accordance with the terms of this Insurance Policy. The premium shall be
paid to the Underwriters in the Policy Currency.

8.14  Recoveries
      ----------

     After any Compensation payment hereunder, any sums recovered from any
other source in respect of the Loss shall be paid to the Underwriter until it
has completely recovered the following amounts: (i) the amount of the
Compensation payment; (ii) the Underwriter's reasonable and documented
expenses associated with the Claim; and (iii) the Underwriter's reasonable and
documented expenses associated with recovery. Any excess amount remaining
after the Underwriter is made whole shall be paid to the Insured.


                                                                      19 of 23

<PAGE>


8.15  Counterparts
      -------------

     This Insurance Policy may be executed in separate counterparts, each of
which when so executed shall be an original, and shall together constitute one
and the same Insurance Policy.

8.16  Concerning the Insured
      -----------------------

     (a) This Insurance Policy is entered into by the Insured, acting not
individually or personally, but solely as Trustee under the Indenture, in the
exercise of the powers and authority conferred on and vested in the Trustee
under the Indenture.

     (b) The undertakings and agreements herein made on the part of the
Insured are made and intended not as personal undertakings and agreements by
the Insured, but are made and intended for the purpose of binding only the
property held in trust pursuant to the Indenture.

     (c) Nothing herein contained shall be construed as creating any liability
on the Insured, individually or personally, to perform any covenant either
expressed or implied herein, all such liability, if any, being expressly
waived by the parties who are signatories to this Insurance Policy and by any
person claiming by, or through, or under such parties.

     (d) Under no circumstances shall the Insured be personally liable to the
Underwriter for the payment of any indebtedness or expenses of the Issuer or
the Guarantor or be liable to the Underwriter for the breach or failure of any
obligation or covenant made or undertaken by the Insured hereunder.

                                                                      20 of 23

<PAGE>


<TABLE>
<CAPTION>

                                   EXHIBIT A


              Coverage Period           Coverages                   Limit of Liability      Premium and Fees Due
<S>                                     <C>                          <C>                     <C>
September 18, 2003 to October 17, 2014  Expropriation and Currency  $65,625,000         Net Premium Due Underwriter: $16,842,962.53
                                        Inconvertibility                                Total Fees Due Broker:       $ 1,871,440.28
                                                                                                                     --------------
                                                                                        Total Premium and Fees Due:  $18,714,402.81
</TABLE>


                                                                      21 of 23

<PAGE>


<TABLE>
<CAPTION>


                                   EXHIBIT B

          Closing Date:                     September 18, 2003
          Interest Rate:                                  8.75%

                       PRINCIPAL                                      PRINCIPAL         INTEREST
             YEAR       BALANCE                DUE DATE               PAYMENT           PAYMENT
             <S>     <C>                    <C>                       <C>             <C>
             2003    $500,000,000           September 18, 2003        $               - $            -
                     $500,000,000             March 15, 2004          $               - $21,510,416.67
             2004    $500,000,000           September 15, 2004        $               - $21,875,000
                     $500,000,000             March 15, 2005          $               - $21,875,000
             2005    $500,000,000           September 15, 2005        $               - $21,875,000
                     $500,000,000             March 15, 2006          $               - $21,875,000
             2006    $500,000,000           September 15, 2006        $               - $21,875,000
                     $500,000,000             March 15, 2007          $               - $21,875,000
             2007    $500,000,000           September 15, 2007        $               - $21,875,000
                     $500,000,000             March 15, 2008          $               - $21,875,000
             2008    $500,000,000           September 15, 2008        $               - $21,875,000
                     $500,000,000             March 15, 2009          $               - $21,875,000
             2009    $500,000,000           September 15, 2009        $               - $21,875,000
                     $500,000,000             March 15, 2010          $               - $21,875,000
             2010    $500,000,000           September 15, 2010        $               - $21,875,000
                     $500,000,000             March 15, 2011          $               - $21,875,000
             2011    $500,000,000           September 15, 2011        $               - $21,875,000
                     $500,000,000             March 15, 2012          $               - $21,875,000
             2012    $500,000,000           September 15, 2012        $               - $21,875,000
                     $500,000,000              March 15, 2013         $               - $21,875,000
             2013    $500,000,000           September 15, 2013        $500,000,000      $21,875,000
</TABLE>


                                   22 of 23


<PAGE>


                                   EXHIBIT C

                         CANCELLATION REFUND SCHEDULE

          EFFECTIVE CANCELLATION             AMOUNT OF REFUND OF
                  DATE                         PREMIUM AND FEES
                                                  DUE INSURED

            September 15, 2006                 $12,992,113.19
            September 15, 2007                 $11,203,483.69
            September 15, 2008                  $9,471,154.87
            September 15, 2009                  $7,793,354.56
            September 15, 2010                  $6,168,366.37
            September 15, 2011                  $4,594,527.93
            September 15, 2012                  $3,070,229.20
            September 15, 2013                  $1,593,910.81









                                                                      23 of 23